Exhibit 10.28


 











Execution Version







 


 


 


FOURTH AMENDED AND RESTATED PLEDGE
AND SECURITY AGREEMENT


 


 


 


dated as of July 2, 2018


 


 


 


between


 


 


 


STAR GROUP, L.P.,


 


 


 


PETROLEUM HEAT AND POWER CO., INC.,


 


 


 


and certain of their Subsidiaries,

as Grantors,


 


 


 


and


 


 


 


JPMORGAN CHASE BANK, N.A.,

as Collateral Agent


 


 


 


 


 






     


    


    

 





Table of Contents


 


Page


 




	ARTICLE I DEFINITIONS	1
	1.1.   Terms Defined in Credit Agreement	1
	1.2.   Terms Defined in UCC	1
	1.3.   Definitions of Certain Terms Used Herein	1
	ARTICLE II GRANT OF SECURITY INTEREST	5
	ARTICLE III REPRESENTATIONS AND WARRANTIES	6
	3.1.   Title, Perfection and Priority	6
	3.2.   Type and Jurisdiction of Organization, Organizational and Identification Numbers	6
	3.3.   Principal Location	7
	3.4.   Collateral Locations	7
	3.5.   Deposit Accounts	7
	3.6.   Exact Names	7
	3.7.   Letter-of-Credit Rights and Chattel Paper	7
	3.8.   Accounts and Chattel Paper	7
	3.9.   Inventory	8
	3.10.   Intellectual Property	8
	3.11.   Filing Requirements	8
	3.12.   No Financing Statements, Security Agreements	9
	3.13.   Pledged Collateral	9
	ARTICLE IV COVENANTS	9
	4.1.   General	10
	4.2.   Receivables	11
	4.3.   Inventory and Equipment	11
	4.4.   Delivery of Instruments, Securities, Chattel Paper and Documents	12



 






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	4.5.   Uncertificated Pledged Collateral	12
	4.6.   Pledged Collateral	12
	4.7.   Intellectual Property	14
	4.8.   Commercial Tort Claims	14
	4.9.   Letter-of-Credit Rights	14
	4.10.   Federal, State or Municipal Claims	15
	4.11.   No Interference	15
	ARTICLE V DEFAULTS AND REMEDIES	15
	5.1.   Defaults	15
	5.2.   Remedies	15
	5.3.   Grantor’s Obligations Upon Default	17
	5.4.   Grant of Intellectual Property License	18
	ARTICLE VI ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY	18
	6.1.   Account Verification	18
	6.2.   Authorization for Secured Party to Take Certain Action	18
	6.3.   Proxy	19
	6.4.   Nature of Appointment; Limitation of Duty	19
	ARTICLE VII COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS	20
	7.1.   Collection of Receivables.	20
	7.2.   Covenant Regarding New Deposit Accounts; Blocked Accounts; Lockboxes	21
	7.3.   Application of Proceeds; Deficiency	21
	ARTICLE VIII GENERAL PROVISIONS	22
	8.1.   Waivers	22
	8.2.   Limitation on Collateral Agent’s and Secured Parties’ Duty with Respect to the Collateral	22
	8.3.   Compromises and Collection of Collateral	23



 






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	8.4.   Secured Party Performance of Debtor Obligations	23
	8.5.   Specific Performance of Certain Covenants	23
	8.6.   Use and Possession of Certain Premises	23
	8.7.   Dispositions Not Authorized	23
	8.8.   No Waiver; Amendments; Cumulative Remedies	23
	8.9.   Limitation by Law; Severability of Provisions	24
	8.10.   Reinstatement	24
	8.11.   Benefit of Agreement	24
	8.12.   Survival of Representations	24
	8.13.   Taxes and Expenses	24
	8.14.   Headings	25
	8.15.   Termination	25
	8.16.   Entire Agreement	25
	8.17.   CHOICE OF LAW	25
	8.18.   CONSENT TO JURISDICTION	25
	8.19.   WAIVER OF JURY TRIAL	25
	8.20.   Indemnity	26
	8.21.   Counterparts	26
	8.22.   Section Titles	26
	ARTICLE IX NOTICES	26
	9.1.   Sending Notices	26
	9.2.   Change in Address for Notices	26
	ARTICLE X THE AGENT	26


 






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EXHIBITS


 


	A		Notice Address for All Grantors; Information and
Collateral Locations of Each Grantor
	B	 	Deposit
Accounts; Blocked Accounts; Lockboxes
	C	 	Letter-of-Credit
Rights; Chattel Paper
	D	 	Intellectual
Property Rights
	E	 	Title
Documents
	F	 	Fixtures
	G	 	Pledged
Collateral, Securities and Other Investment Property
	H	 	Offices
in which Financing Statements were Filed
	I	 	Form
of Amendment
	J	 	Commercial
Tort Claims



























 


 


 


 


 


 






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FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT


 


THIS FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as
it may be amended or modified from time to time, the “Security Agreement”) is entered into as of July 2, 2018
by and between Star Group, L.P., a Delaware limited partnership (the “Parent”), Petroleum Heat and Power Co.,
Inc., a Minnesota corporation (“Petro” or the “Borrower”), and each other direct or indirect
subsidiary of the Parent from time to time party to this Security Agreement (each of the Parent, Petro and each other such Subsidiary
of the Parent, a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A.,
a national banking association, in its capacity as collateral agent (the “Collateral Agent”) for the Secured
Parties (as defined below) to the Credit Agreement referred to below.


 


PRELIMINARY STATEMENT


 


Petro, the other loan parties named therein, JPMorgan Chase Bank,
N.A., as agent, and the lenders thereto entered into that certain Third Amended and Restated Credit Agreement dated as of July
30, 2015 (as amended prior to the date hereof, the “Existing Credit Agreement”). 


 


Pursuant to the Existing Credit Agreement, Petro, the other loan
parties thereto and JPMorgan Chase Bank, N.A., for the benefit of the lenders thereto, entered into that certain Third Amended
and Restated Pledge and Security Agreement dated as of July 30, 2015 (the “Existing Security Agreement”) in
order to induce the secured parties thereto to enter into and extend credit to Petro under the Existing Credit Agreement and to
secure the obligations that it agreed to guarantee pursuant to Article XV of the Existing Credit Agreement.


 


Petro, the other Loan Parties named therein, JPMorgan Chase Bank,
N.A., as Agent and an LC Issuer, and the Lenders are entering into a Fourth Amended and Restated Credit Agreement dated as of the
date hereof (as it may be amended or modified from time to time, the “Credit Agreement”).


 


Each Grantor is entering into this Security Agreement in order to
induce the Secured Parties to enter into and extend credit to Petro under the Credit Agreement and to secure the Secured Obligations
that it has agreed to guarantee pursuant to Article XV of the Credit Agreement.


 


ACCORDINGLY, the Grantors and the Collateral Agent, on behalf of
the Secured Parties, agree that the Existing Security Agreement is hereby amended and restated as of the Effective Date to read
in its entirety as follows:


 


ARTICLE
I




DEFINITIONS


 


1.1.           
Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined herein or in the UCC shall
have the meanings assigned to such terms in the Credit Agreement.


 


1.2.           
Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein
as defined in the UCC.


 


1.3.           
Definitions of Certain Terms Used Herein.


 


As used in this Security Agreement, in addition to the terms defined
in the preamble and the Preliminary Statement, the following terms shall have the following meanings:


 






    


    


    

 


“Accounts” shall have the meaning set
forth in Article 9 of the UCC.


 


“Article” means a numbered article of
this Security Agreement, unless another document is specifically referenced.


 


“Blocked Accounts” shall have the meaning
set forth in Section 7.1(a).


 


“Blocked Account Agreements” shall have
the meaning set forth in Section 7.1(a).


 


“Chattel Paper” shall have the meaning
set forth in Article 9 of the UCC.


 


“Collateral” shall have the meaning
set forth in Article II.


 


“Collateral Deposit Account” shall have
the meaning set forth in Section 7.1(a).


 


“Collateral Report” means any certificate
(including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Collateral Agent or any Lender
with respect to the Collateral pursuant to any Loan Document.


 


“Collection Account” shall have the
meaning set forth in Section 7.1(b).


 


“Control” shall have the meaning set
forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.


 


“Copyrights” means, with respect to
any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests
in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of
the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing,
including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to
sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing
throughout the world.


 


“Default” means an event described in
Section 5.1.


 


“Deposit Accounts” shall have the meaning
set forth in Article 9 of the UCC.


 


“Documents” shall have the meaning set
forth in Article 9 of the UCC.


 


“Electronic Chattel Paper” shall have
the meaning set forth in Article 9 of the UCC.


 


“Equipment” shall have the meaning set
forth in Article 9 of the UCC.


 


“Exhibit” refers to a specific exhibit
to this Security Agreement, unless another document is specifically referenced.


 


“Fixtures” shall have the meaning set
forth in Article 9 of the UCC.


 


“General Intangibles” means all “general
intangibles” as such term is defined in Article 9 of the UCC including, without limitation, with respect to any Grantor,
all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under
which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the
same may from time to time be amended, supplemented or otherwise modified, including, without limitation (but limited as aforesaid),
(i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights
of such Grantor to damages arising thereunder, (iii) all equity that constitutes “general intangibles” and (iv) all
rights of such Grantor to perform and to exercise all remedies thereunder.


 






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“Goods” shall have the meaning set forth
in Article 9 of the UCC.


 


“Instruments” shall have the meaning
set forth in Article 9 of the UCC.


 


“Inventory” shall have the meaning set
forth in Article 9 of the UCC.


 


“Investment Property” shall have the
meaning set forth in Article 9 of the UCC.


 


“Lenders” means the lenders party to
the Credit Agreement and their successors and assigns.


 


“Letter-of-Credit Rights” shall have
the meaning set forth in Article 9 of the UCC.


 


“Licenses” means, with respect to any
Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements
in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due
or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof,
and (c) all rights to sue for past, present, and future breaches thereof.


 


“Lockboxes” shall have the meaning set
forth in Section 7.1(a).


 


“Lock Box Agreements” shall have the
meaning set forth in Section 7.1(a).


 


“Patents” means, with respect to any
Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all
inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and
continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and
with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights
to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout
the world.


 


“Payment Intangibles” shall have the
meaning set forth in Article 9 of the UCC.


 


“Pledged Collateral” means all Instruments,
Securities and other Investment Property of the Grantors included as Collateral, whether or not physically delivered to the Collateral
Agent pursuant to this Security Agreement.


 


“Proceeds” shall mean (a) all “proceeds,”
as defined in Article 9 of the UCC, with respect to the Collateral (including Stock Rights and insurance proceeds), and (b) whatever
is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.


 


“Promissory Notes” shall have the meaning
set forth in Article 9 of the UCC.


 






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“Receivables” means the Accounts, Chattel
Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles
or which are otherwise included as Collateral.


 


“Records” shall have the meaning set
forth in Article 9 of the UCC.


 


“Remittance Processor” means Remitco
LLC, a Delaware limited liability company.


 


“Remittance Processing Agreement” means
the Remittance Processing Services Agreement, between the Remittance Processor and PHI and signed by PHI on August 22, 2003, as
amended on June 30, 2008 and in effect as of the Effective Date.


 


“Required Secured Parties” means (a)
prior to an acceleration of the obligations under the Credit Agreement, the Required Lenders, and (b) after an acceleration of
the obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms and
all of the obligations thereunder have been paid in full, Lenders holding in the aggregate at least a majority of the total of
the Aggregate Credit Exposure, and (c) after the Credit Agreement has terminated by its terms and all of the obligations thereunder
have been paid in full (whether or not the obligations under the Credit Agreement were ever accelerated), Secured Parties holding
in the aggregate at least a majority of the aggregate net early termination payments and all other amounts then due and unpaid
from any Grantor to the Secured Parties (i) under Commodity Hedging Agreements and (ii) to the extent permitted under applicable
debt agreements, with respect to any (x) Banking Services and (y) Rate Management Transactions (other than Commodity Hedging Agreements),
as determined by the Collateral Agent in its reasonable discretion.


 


“Section” means a numbered section of
this Security Agreement, unless another document is specifically referenced.


 


“Secured Parties” means, collectively,
the Lenders and the Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective
successors and assigns.


 


“Security” has the meaning set forth
in Article 8 of the UCC.


 


“Security Entitlement” has the meaning
set forth in Article 8 of the UCC.


 


“Stock Rights” means all dividends,
instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to
receive for any reason whatsoever with respect to, in substitution for or in exchange for any Capital Stock constituting Collateral,
any right to receive Capital Stock and any right to receive earnings, in which the Grantors now have or hereafter acquire any right,
issued by an issuer of such Capital Stock.


 


“Supporting Obligations” shall have
the meaning set forth in Article 9 of the UCC.


 


“Tangible Chattel Paper” shall have
the meaning set forth in Article 9 of the UCC.


 


“Trademarks” means, with respect to
any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service
marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill
of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals
of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including,
without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for past, present,
and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing;
and (f) all rights corresponding to any of the foregoing throughout the world.


 






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“UCC” means the Uniform Commercial Code
as the same may, from time to time, be in effect in the State of New York; provided that to the extent that the Uniform
Commercial Code is used to define any term in any security document and such term is defined differently in differing Articles
of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern; provided, further,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority
of, or remedies with respect to, Liens of any Party is governed by the Uniform Commercial Code or foreign personal property security
laws as enacted and in effect in a jurisdiction other than the State of New York, the term "Uniform Commercial Code"
will mean the Uniform Commercial Code or such foreign personal property security laws as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.


 


“Unmatured Default” means an event which
but for the lapse of time or the giving of notice, or both, would constitute a Default hereunder.


 


The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.


 


ARTICLE
II




GRANT OF SECURITY INTEREST


 


Each Grantor hereby pledges, assigns and grants to the Collateral
Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of its right, title and interest in,
to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor
of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from
or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”),
including:


 


(i)                
all Accounts and Receivables;


 


(ii)              
all Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper);


 


(iii)            
all Documents;


 


(iv)            
all Equipment;


 


(v)              
all Fixtures;


 


(vi)            
all General Intangibles;


 


(vii)          
all Goods;


 






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(viii)         all
Instruments (including, without limitation, Promissory Notes);


 


(ix)            
all Inventory;


 


(x)              
all Investment Property;


 


(xi)            
all cash or cash equivalents;


 


(xii)          
all letters of credit, Letter-of-Credit Rights and Supporting Obligations;


 


(xiii)         (x)
all Deposit Accounts with any bank or other financial institution and all cash, checks, other negotiable instruments, funds and
other evidences of payments held therein and (y) all Securities and Security Entitlements, and securities accounts, in each case,
to the extent constituting cash or cash equivalents or representing a claim to cash equivalents;


 


(xiv)         all
Intellectual Property Rights;


 


(xv)          
all Capital Stock;


 


(xvi)         all
Rate Management Transactions (including Commodity Hedging Agreements); and


 


(xvii)       and all accessions
to, substitutions for and replacements, Proceeds and products of the foregoing, together with all books and Records, customer lists,
credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles
at any time evidencing or relating to any of the foregoing,


 


to secure the prompt and complete payment and performance of the Secured
Obligations; provided that, notwithstanding anything herein or in the Credit Agreement to the contrary, the Secured Obligations
shall not include any Obligations with respect to the Term Commitments, Term Loans or Term Lenders until the Credit Extension Date
with respect to the Term Loans occurs pursuant to Section 2.1.5 of the Credit Agreement.


 


ARTICLE
III




REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents and warrants to the Collateral Agent and the
Secured Parties that:


 


3.1.           
Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title
to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except
for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest
in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in
the locations listed on Exhibit H, the Collateral Agent will have a fully perfected first priority security interest in
that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section
4.1(e).


 






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3.2.           
Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its
state of organization, the organizational number issued to it by its state of organization and its federal employer identification
number are set forth on Exhibit A.


 


3.3.           
Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one)
or its chief executive office (if it has more than one place of business), is disclosed in Exhibit A; such Grantor has no
other places of business except those set forth in Exhibit A.


 


3.4.           
Collateral Locations. All of such Grantor’s locations where Collateral is located are listed on Exhibit A.
All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated
in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee
or on consignment as designated in Part VII(c) of Exhibit A.


 


3.5.           
Deposit Accounts. All of such Grantor’s Deposit Accounts are listed on Exhibit B.


 


3.6.           
Exact Names. Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears
in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization.


 


3.7.           
Letter-of-Credit Rights and Chattel Paper. Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such
Grantor. All action by such Grantor necessary or desirable to protect and perfect the Collateral Agent’s Lien on each item
listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required
hereunder) has been duly taken. The Collateral Agent will have a fully perfected first priority security interest in the Collateral
listed on Exhibit C, subject only to Liens permitted under Section 4.1(e).


 


3.8.           
Accounts and Chattel Paper.


 


(a)    The names of the obligors, amounts owing, due
dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the
Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such
Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed
to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are
genuine and in all respects what they purport to be.


 


(b)   With respect to its Accounts, except as specifically
disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales
of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced
by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto
and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise
or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction
therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as
are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to
the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair
the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such
Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has
not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result
in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account
Debtor is unable generally to pay its debts as they become due.


 






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(c)    In addition, with respect to all of its Accounts,
(i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing
to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except
payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section
7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.


 


3.9.           
Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory
(other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory
(other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted
by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is
not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the
benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the
most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in
each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent,
royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party
upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition,
and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent following a Default shall not require
the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is
a party or to which such property is subject.


 


3.10.        Intellectual Property.
Exhibit D includes all material Patents, Trademarks or Copyrights owned by such Grantor in its own name on the date hereof.
To the best of such Grantor's knowledge, each of its material Patents, Trademarks and Copyrights owned or held by such Grantor
is, on the date hereof, valid, subsisting, unexpired, enforceable and has not been abandoned. None of such Patents, Trademarks
and Copyrights is, on the date hereof, the subject of any licensing or franchise agreement. No action or proceeding is pending
on the date hereof seeking to limit, cancel or question the validity, or otherwise materially affect the value of any Patent, Trademark
or Copyright. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing
statements in the offices listed on Exhibit H and this Security Agreement with the United States Copyright Office and the
United States Patent and Trademark Office, fully perfected first priority security interests in favor of the Collateral Agent on
such Grantor’s Patents, Trademarks and Copyrights, such perfected security interests are enforceable as such as against any
and all creditors of and purchasers from the Grantor; and all action necessary or desirable to protect and perfect the Collateral
Agent’s Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.


 


3.11.        Filing Requirements.
None of its Equipment is covered by any certificate of title, except for the vehicles described in Part I of Exhibit E.
None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal
statute except for (a) the vehicles described in Part II of Exhibit E and (b) Patents, Trademarks and Copyrights held by
such Grantor and described in Exhibit D. The legal description, county and street address of each property on which any
Fixtures are located is set forth in Exhibit F together with the name and address of the record owner of each such property.


 






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3.12.        No Financing Statements,
Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has
not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing
statements or security agreements naming the Collateral Agent on behalf of the Secured Parties as the secured party, and (b) as
permitted by Section 4.1(e).


 


3.13.        Pledged Collateral.


 


(a)    Exhibit G sets forth a complete and accurate
list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record
of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted
under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital
Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued,
are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital
Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise,
or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may
take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities
intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant
to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has
been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding
obligation of such issuer and such issuer is not in default thereunder.


 


(b)   In addition, (i) none of the Pledged Collateral owned
by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments
of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the
Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no
giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such
Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement
by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement
or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities generally.


 


(c)    Except as set forth in Exhibit G, such
Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and
none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other
Indebtedness or subject to the terms of an indenture.


 


ARTICLE
IV



 


COVENANTS


 


From the date of this Security Agreement, and thereafter until this
Security Agreement is terminated, each Grantor agrees that:


 






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4.1.           
General.


 


(a)    Collateral Records. Such Grantor will
maintain complete and accurate books and records with respect to the Collateral owned by it, and furnish to the Collateral Agent,
with sufficient copies for each of the Secured Parties, such reports relating to such Collateral as the Collateral Agent shall
from time to time request.


 


(b)   Authorization to File Financing Statements; Ratification.
Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing
statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order
to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor.
Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate
such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular
asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description
which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required
by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including
(A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such
Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as
as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor
also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization
for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


(c)    Further Assurances. Such Grantor will,
if so requested by the Collateral Agent, furnish to the Collateral Agent, as often as the Collateral Agent requests, statements
and schedules further identifying and describing the Collateral owned by it (including amended exhibits to this Security Agreement)
and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in
such detail as the Collateral Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title
to the Collateral owned by it against all persons and to defend the security interest of the Collateral Agent in its Collateral
and the priority thereof against any Lien not expressly permitted hereunder.


 


(d)   Disposition of Collateral. Such Grantor will
not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section
6.19 of the Credit Agreement.


 


(e)    Liens. Such Grantor will not create, incur,
or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement,
and (ii) other Permitted Liens.


 


(f)    Other Financing Statements. Such Grantor
will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned
by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing
statement or amendment or termination statement with respect to any financing statement without the prior written consent of the
Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.


 






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(g)    Locations. Such Grantor will not (i) maintain
any Collateral owned by it at any location other than those locations listed on Exhibit A, (ii) otherwise change, or add
to, such locations without the Collateral Agent’s prior written consent as required by the Credit Agreement (and if the Collateral
Agent gives such consent, the Grantor will concurrently therewith obtain a Collateral Access Agreement for each such location to
the extent required by the Credit Agreement), or (iii) change its principal place of business or chief executive office from the
location identified on Exhibit A, other than as permitted by the Credit Agreement.


 


(h)   Compliance with Terms. Such Grantor will perform
and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which
it is bound relating to such Collateral.


 


4.2.           
Receivables.


 


(a)    Certain Agreements on Receivables. Such
Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable
or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of a Default,
such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in
the ordinary course of business.


 


(b)   Collection of Receivables. Except as otherwise
provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due
or hereafter due to such Grantor under the Receivables owned by it.


 


(c)    Delivery of Invoices. Such Grantor will
deliver to the Collateral Agent immediately upon its request duplicate invoices with respect to each Account owned by it bearing
such language of assignment as the Collateral Agent shall specify.


 


(d)   Disclosure of Counterclaims on Receivables.
If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Receivable owned by such
Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has
been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose such fact to the Collateral
Agent in writing. Such Grantor shall send the Collateral Agent a copy of each credit memorandum in excess of $1,000 as soon as
issued, and such Grantor shall promptly report each credit memo and each of the facts required to be disclosed to the Collateral
Agent in accordance with this Section 4.2(d) on the Borrowing Base Certificates submitted by it.


 


(e)    Electronic Chattel Paper. Such Grantor
shall take all steps necessary to grant the Collateral Agent Control of all electronic chattel paper in accordance with the UCC
and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures
in Global and National Commerce Act.


 


4.3.           
Inventory and Equipment.


 


(a)    Maintenance of Goods. Such Grantor will
do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good repair and working and
saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except
for ordinary wear and tear in respect of the Equipment.


 


(b)   [Reserved]


 






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(c)    Inventory Count; Perpetual Inventory System.
Such Grantor will conduct a physical count of its Inventory at least once per Fiscal Year, and after and during the continuation
of a Default, at such other times as the Collateral Agent requests. Such Grantor, at its own expense, shall deliver to the Collateral
Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf,
of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.


 


(d)   Equipment. Such Grantor shall inform the Collateral
Agent of any additions to or deletions from its Equipment within 30 days of such addition or deletion. Such Grantor shall not permit
any Equipment to become a fixture with respect to real property or to become an accession with respect to other personal property
with respect to which real or personal property the Collateral Agent does not have a Lien. Such Grantor will not, without the Collateral
Agent’s prior written consent, alter or remove any identifying symbol or number on any of such Grantor’s Equipment
constituting Collateral.


 


(e)    Titled Vehicles. Such Grantor will give
the Collateral Agent notice of its acquisition of any vehicle covered by a certificate of title and deliver to the Collateral Agent,
upon request, the original of any vehicle title certificate and provide and/or file all other documents or instruments necessary
to have the Lien of the Collateral Agent noted on any such certificate or with the appropriate state office.


 


4.4.           
Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Collateral Agent
immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting
Collateral owned by it (if any then exist), (b) hold in trust for the Collateral Agent upon receipt and immediately thereafter
deliver to the Collateral Agent any such Chattel Paper, Securities and Instruments constituting Collateral, (c) upon the Collateral
Agent’s request, deliver to the Collateral Agent (and thereafter hold in trust for the Collateral Agent upon receipt and
immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral and (d) upon the Collateral Agent’s
request, deliver to the Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit I
hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby
authorizes the Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned
by it set forth in such Amendments shall be considered to be part of the Collateral.


 


4.5.           
Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate
issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types
of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts
of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and
replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to
any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities
which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the
Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with
respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a
control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral
Agent Control.


 


4.6.           
Pledged Collateral.


 


(a)    Changes in Capital Structure of Issuers.
Such Grantor will not (i) permit or suffer any issuer of Capital Stock constituting Pledged Collateral owned by it to dissolve,
merge, liquidate, retire any of its Capital Stock or other Instruments or Securities evidencing ownership, reduce its capital,
sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section
4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.


 






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(b)   Issuance of Additional Securities. Such Grantor
will not permit or suffer the issuer of Capital Stock constituting Pledged Collateral owned by it to issue additional Capital Stock,
any right to receive the same or any right to receive earnings, except to such Grantor.


 


(c)    Registration of Pledged Collateral. Such
Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Collateral Agent or its
nominee at any time at the option of the Required Secured Parties.


 


(d)   Exercise of Rights in Pledged Collateral.


 


(i)                
Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting
rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement,
the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action
taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.


 


(ii)              
Such Grantor will permit the Collateral Agent or its nominee at any time after the occurrence of a Default, without notice, to
exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange,
subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such
Pledged Collateral as if it were the absolute owner thereof.


 


(iii)            
Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged
Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions
and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable
other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in
cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with
a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in
respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, however, that
until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and


 


(iv)            
All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid
or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received
in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith
delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).


 






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4.7.           
Intellectual Property.


 


(a)    Such Grantor will use its best efforts to secure
all consents and approvals necessary or appropriate for the assignment to or benefit of the Collateral Agent of any License held
by such Grantor and to enforce the security interests granted hereunder.


 


(b)   Such Grantor shall notify the Collateral Agent immediately
if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter
existing) may become abandoned, invalidated, dedicated or otherwise impaired, or of any adverse determination or development (including
the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright,
its right to register the same, or to keep and maintain the same.


 


(c)    In no event shall such Grantor, either directly
or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright
with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without
giving the Collateral Agent prior written notice thereof, and, upon request of the Collateral Agent, such Grantor shall execute
and deliver any and all agreements, instruments, documents, papers and/or security agreements as the Collateral Agent may request
to evidence the Collateral Agent’s first priority security interest on such Patent, Trademark or Copyright, and the General
Intangibles of such Grantor relating thereto or represented thereby.


 


(d)   Such Grantor shall take all actions necessary or requested
by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration
of each of its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings .


 


(e)    Such Grantor shall, unless it shall reasonably
determine that such Patent, Trademark or Copyright is in no way material to the conduct of its business or operations, promptly
sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or
dilution, and shall take such other actions as the Collateral Agent shall deem appropriate under the circumstances to protect such
Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights
constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section
4.8. Such Grantor shall not do any act that knowingly uses a Patent, Trademark or Copyright that infringes the intellectual
property rights of any third party.


 


4.8.           
Commercial Tort Claims. Such Grantor shall promptly, and in any event within two Business Days after the same is acquired
by it, notify the Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $50,000 acquired by it and,
unless the Collateral Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form
of Exhibit J hereto, granting to Collateral Agent a first priority security interest in such commercial tort claim.


 


4.9.           
Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a letter of credit in excess of $50,000, it shall
promptly, and in any event within two Business Days after becoming a beneficiary, notify the Collateral Agent thereof and cause
the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Collateral Agent and
(ii) agree to direct all payments thereunder to a Deposit Account at the Collateral Agent or subject to a Deposit Account Control
Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and
substance reasonably satisfactory to the Collateral Agent.


 






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4.10.        Federal, State
or Municipal Claims. Such Grantor will promptly notify the Collateral Agent of any Collateral which constitutes a claim against
the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which
claim is restricted by federal, state or municipal law.


 


4.11.        No Interference.
Such Grantor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Security
Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise
by the Collateral Agent of any one or more of such rights, powers or remedies.


 


ARTICLE
V




DEFAULTS AND REMEDIES


 


5.1.           
Defaults. The occurrence of any one or more of the following events shall constitute a Default hereunder:


 


(a)               
Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be
materially false as of the date on which made.


 


(b)              
The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.


 


(c)               
The breach by any Grantor (other than a breach which constitutes a Default under any other Section of this Article V) of any of
the terms or provisions of this Security Agreement which is not remedied within ten days after such breach.


 


(d)              
The occurrence of any “Default” under, and as defined in, the Credit Agreement.


 


(e)               
Any Capital Stock which is included within the Collateral shall at any time constitute a Security or the issuer of any such Capital
Stock shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting
such Security have been delivered to the Collateral Agent and such Security is properly defined as such under Article 8 of the
UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Collateral Agent
has entered into a control agreement with the issuer of such Security or with a securities intermediary relating to such Security
and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions
by the issuer thereof or otherwise.


 


5.2.           
Remedies.


 


(a)    Upon the occurrence of a Default and during the
continuation thereof, the Collateral Agent may exercise any or all of the following rights and remedies:


 


(i)                
those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided
that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Collateral Agent
and the Secured Parties prior to a Default;


 






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(ii)              
those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral)
or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff
or bankers’ lien) when a debtor is in default under a security agreement;


 


(iii)            
give notice of sole control or any other instruction under any Deposit Account Control Agreement and other control agreement with
any securities intermediary and take any action therein with respect to such Collateral;


 


(iv)            
without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind
to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without
judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase
or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private
sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s
premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms
as the Collateral Agent may deem commercially reasonable; and


 


(v)              
concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the
whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral
for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with
respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise
act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof.


 


(b)   The Collateral Agent, on behalf of the Secured Parties,
may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance
will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.


 


(c)    The Collateral Agent shall have the right upon
any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit
of the Collateral Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption,
which equity redemption each Grantor hereby expressly releases.


 


(d)   Until the Collateral Agent is able to effect a sale,
lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof,
to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate
by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession
of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Secured
Parties), with respect to such appointment without prior notice or hearing as to such appointment.


 


(e)    If, after the Credit Agreement has terminated
by its terms and all of the Obligations have been paid in full, there remain obligations of any Grantor in respect of any Rate
Management Transaction (including Commodity Hedging Agreements) or Banking Services, the Required Secured Parties may exercise
the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination
or acceleration of such obligations in respect of such Rate Management Transactions (including Commodity Hedging Agreements) or
Banking Services.


 






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(f)    Notwithstanding the foregoing, neither the Collateral
Agent nor the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies
against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations
or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee
thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee
in any particular order, or (iii) effect a public sale of any Collateral.


 


(g)    Each Grantor recognizes that the Collateral Agent
may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private
sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices
and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such
sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the
period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale
under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the
issuer would agree to do so.


 


5.3.           
Grantor’s Obligations Upon Default. Upon the request of the Collateral Agent after the occurrence of a Default, each
Grantor will:


 


(a)    assemble and make available to the Collateral
Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether
at a Grantor’s premises or elsewhere;


 


(b)   permit the Collateral Agent, by the Collateral Agent’s
representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto,
or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both,
to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral;


 


(c)    prepare and file, or cause an issuer of Pledged
Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration
statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Agent may request,
all in form and substance satisfactory to the Collateral Agent, and furnish to the Collateral Agent, or cause an issuer of Pledged
Collateral to furnish to the Collateral Agent, any information regarding the Pledged Collateral in such detail as the Collateral
Agent may specify;


 


(d)   take, or cause an issuer of Pledged Collateral to take,
any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public
sale or other disposition of the Pledged Collateral; and


 


(e)    at its own expense, cause the independent certified
public accountants then engaged by each Grantor to prepare and deliver to the Collateral Agent and each Lender, at any time, and
from time to time, promptly upon the Collateral Agent’s request, the following reports with respect to the applicable Grantor:
(i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such
Accounts.


 






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5.4.           
Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies
under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense
any Intellectual Property Rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including
in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such
Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s
Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under
this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that
is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any Trademark
owned by or licensed to such Grantor and sell such Inventory as provided herein.


 


ARTICLE
VI




ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


6.1.           
Account Verification. The Collateral Agent may at any time, in the Collateral Agent’s own name, in the name of a nominee
of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account
Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor
to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter
relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.


 


6.2.           
Authorization for Secured Party to Take Certain Action.


 


(a)               
Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral
Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file
financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection
and priority of the Collateral Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds
of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement
with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement
(which does not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole discretion deems necessary
or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral,
(iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral
or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control
over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations
as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except
for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment
or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts,
and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice
or bill of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications
of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables
and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise
any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of
claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s
name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to
change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to
receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out
this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense
incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall
not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.


 






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(b)              
All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit
of the Collateral Agent and Secured Parties, under this Section 6.2 are solely to protect the Collateral Agent’s interests
in the Collateral and shall not impose any duty upon the Collateral Agent or any Lender to exercise any such powers.


 


6.3.           
Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS
SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH
FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL
AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH
A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING
SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY
OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING
THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR THE AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.


 


6.4.           
Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS
ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN
ACCORDANCE WITH SECTION 8.15. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY LENDER, NOR ANY
OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT
OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY
IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT
OR CONSEQUENTIAL DAMAGES.


 






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ARTICLE
VII



COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS


 


7.1.           
Collection of Receivables.


 


(a)               
Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account
maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect
of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified
as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s)
set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided
by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked
Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected
therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the
“Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable
lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment
by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions
to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements
referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit
Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor
will comply with the terms of Section 7.2.


 


(b)              
Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting
payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject
to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless
otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance
Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct
any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior
written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes
at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall
any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s
prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked
Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent,
the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions,
any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s
trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect
of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked
Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into
a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral
Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.


 






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7.2.           
Covenant Regarding New Deposit Accounts; Blocked Accounts; Lockboxes. Upon opening or replacing any Collateral Deposit Account,
other Deposit Account, or establishing a new Blocked Account or Lockbox, each Grantor shall (a) notify the Collateral Agent within
ten (10) days of the opening of such Deposit Account, Blocked Account or Lockbox, and (b) cause each bank, financial institution
or any Person in which it seeks to open (i) a Deposit Account, to enter into a Deposit Account Control Agreement with the Collateral
Agent within 60 days of opening such Deposit Account in order to give the Collateral Agent Control of such Deposit Account, (ii)
a Blocked Account, to enter into a Blocked Account Agreement with the Collateral Agent within 60 days of opening such Blocked Account
in order to give the Collateral Agent Control of the Blocked Account or (iii) a Lockbox, to enter into a Lockbox Agreement with
the Collateral Agent within 60 days of opening such Lockox in order to give the Collateral Agent Control of the Lockbox. In the
case of Deposit Accounts, Blocked Accounts or Lockboxes maintained with Secured Parties, the terms of such letter shall be subject
to the provisions of the Credit Agreement regarding setoffs.


 


7.3.           
Application of Proceeds; Deficiency.


 


(a)               
All amounts deposited in the Collection Account shall, so long as no Default has occurred and is continuing, be deposited into
the Borrower’s Funding Account; provided that if Availability is less than 15% of the Aggregate Commitment for any
three consecutive days, and until the later of the date which is 90 days after such three-day period or the date on which the average
monthly Availability for the 12-month period ending on such date is greater than 20% of the Aggregate Commitment (the “Deficiency
Termination Date”), all amounts deposited in the Collection Account shall be deemed received by the Collateral Agent
in accordance with Section 2.17 of the Credit Agreement and shall, after having been credited in immediately available funds to
the Collection Account, be applied (and allocated) by the Collateral Agent in accordance with Section 2.18 of the Credit Agreement.
In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds
to the Collection Account. Commencing on the Deficiency Termination Date, so long as no Default has occurred and is continuing
and subject to the proviso above of this Section 7.3(a), all amounts deposited in the Collection Account shall again be deposited
into the Borrower’s Funding Account. Notwithstanding the foregoing, the effect of the proviso above of this Section 7.3(a)
may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date.


 


(b)              
The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations
pursuant to Section 2.15 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held
there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be
included in the Borrowing Base). No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds
of the Collateral shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction
shall otherwise direct. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall
not constitute payment thereof.


 


(c)               
Notwithstanding anything herein to the contrary, upon the occurrence of a Default, the Collateral Agent may apply all or any part
of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance
with Section 2.18 of the Credit Agreement. The Grantors shall remain liable for any deficiency if the Proceeds of any sale or disposition
of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred
by Collateral Agent or any Lender to collect such deficiency.


 






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ARTICLE
VIII




GENERAL PROVISIONS


 


8.1.           
Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private
sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable
law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days
prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made.
To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral
Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the
gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction.
To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage
of, and covenants not to assert against the Collateral Agent or any Lender, any valuation, stay, appraisal, extension, moratorium,
redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for
this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately
under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each
Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind
in connection with this Security Agreement or any Collateral.


 


8.2.           
Limitation on Collateral Agent’s and Secured Parties’ Duty with Respect to the Collateral. The Collateral Agent
shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Collateral Agent and each Lender shall use
reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Lender
shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee
of the Collateral Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies
in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral
Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise
to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain
third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail
to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse
claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact
other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion
of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not
the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers
of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title,
possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of
loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or
disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers,
investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any
of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what
actions or omissions by the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies
against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable
solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this
Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not
have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.


 






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8.3.           
Compromises and Collection of Collateral. The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses
and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be
or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable
may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each
Grantor agrees that the Collateral Agent may at any time and from time to time, if a Default has occurred and is continuing, compromise
with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in its Permitted
Discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially reasonable
so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.


 


8.4.           
Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Collateral Agent may perform
or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse
the Collateral Agent for any amounts paid by the Collateral Agent pursuant to this Section 8.4. The Grantors’ obligation
to reimburse the Collateral Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.


 


8.5.           
Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained
in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 5.3, or 8.7 or in Article VII will cause irreparable injury
to the Collateral Agent and the Secured Parties, that the Collateral Agent and Secured Parties have no adequate remedy at law in
respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the Lenders to seek and obtain
specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors
contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.


 


8.6.           
Use and Possession of Certain Premises. Upon the occurrence of a Default, the Collateral Agent shall be entitled to occupy
and use any premises owned or leased by any Grantor where any of the Collateral or any records relating to the Collateral are located
until the Secured Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to
pay any Grantor for such use and occupancy.


 


8.7.           
Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth
in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Collateral Agent or other conduct of the
Collateral Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall
be binding upon the Collateral Agent or the Secured Parties unless such authorization is in writing signed by the Collateral Agent
with the consent or at the direction of the Required Secured Parties.


 


8.8.           
No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Collateral Agent or any Lender to exercise any right
or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default
or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions
or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Collateral Agent with the concurrence
or at the direction of the Secured Parties required under Section 8.3 of the Credit Agreement and then only to the extent in such
writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative
and all shall be available to the Collateral Agent and the Secured Parties until the Secured Obligations have been paid in full.


 






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8.9.           
Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be
exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and
to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled
to be recorded or registered, in whole or in part. Any provision in any this Security Agreement that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any
other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.


 


8.10.        Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,”
or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.


 


8.11.        Benefit of Agreement.
The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Collateral
Agent and the Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to
this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this
Security Agreement or any interest herein, without the prior written consent of the Collateral Agent. No sales of participations,
assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest
therein shall in any manner impair the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and the Secured
Parties, hereunder.


 


8.12.        Survival of Representations.
All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery
of this Security Agreement.


 


8.13.        Taxes and Expenses.
Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement
shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Collateral Agent
for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’
fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Collateral Agent)
paid or incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, collection and
enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral
(including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses
incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.


 






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8.14.        Headings.
The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation
of any of the terms and provisions of this Security Agreement.


 


8.15.        Termination.
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations
outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations
have been indefeasibly paid and performed in full (or with respect to any outstanding Facility LCs, a cash deposit or Supporting
Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral
Agent or the Secured Parties which would give rise to any Secured Obligations are outstanding.


 


8.16.        Entire Agreement.
This Security Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating
to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating
to the Collateral.


 


8.17.        CHOICE OF LAW.
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 


8.18.        CONSENT TO JURISDICTION.
EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF
ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR
ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.


 


8.19.        WAIVER OF JURY
TRIAL. EACH GRANTOR, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 






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8.20.        Indemnity.
Each Grantor hereby agrees to indemnify the Collateral Agent and the Secured Parties, and their respective successors, assigns,
agents and employees (each an “Indemnified Party”), from and against any and all liabilities, damages, penalties,
suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor
whether or not the Collateral Agent or any Lender is a party thereto) imposed on, incurred by or asserted against any Indemnified
Party, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership,
delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without
limitation, latent and other defects, whether or not discoverable by the Collateral Agent or the Secured Parties or any Grantor,
and any claim for Patent, Trademark or Copyright infringement) except to the extent that such liabilities, damages, penalties,
suits, costs, and expenses are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Indemnified Party.


 


8.21.        Counterparts.
This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Security Agreement by signing any such counterpart.


 


8.22.        Section Titles.
The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever
and are not part of the agreement between the parties hereto.


 


ARTICLE
IX




NOTICES


 


9.1.           
Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent by United States
mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when
received, if sent by hand or overnight courier service, or mailed by certified or registered mail notices or (b) when sent, if
sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given
at the opening of business on the next Business Day for the recipient), in each case addressed to the Grantors at the notice address
set forth on Exhibit A, and to the Collateral Agent and the Secured Parties at the addresses set forth in the Credit Agreement.


 


9.2.           
Change in Address for Notices. Each of the Grantors, the Collateral Agent and the Secured Parties may change the address
for service of notice upon it by a notice in writing to the other parties.


 


ARTICLE
X




THE AGENT


 


JPMorgan Chase Bank, N.A. has been appointed Collateral Agent for
the Secured Parties hereunder pursuant to Article X of the Credit Agreement. It is expressly understood and agreed by the parties
to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation
of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement, and that the Collateral Agent
has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in
such Article X. Any successor Collateral Agent appointed pursuant to Article X of the Credit Agreement shall be entitled to all
the rights, interests and benefits of the Collateral Agent hereunder.


 






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ARTICLE
XI




EFFECT OF AMENDMENT AND RESTATEMENT OF EXISTING SECURITY AGREEMENT


 


On the Effective Date, the Existing Security Agreement shall be amended,
restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents,
whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination
of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Security Agreement and Existing
Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing
(as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement.


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the Grantors and the Collateral Agent have executed
this Security Agreement as of the date first above written.


 





	 	 	GRANTORS:
	 	 	 
	 	 	A.P. WOODSON COMPANY
	 	 	CFS, LLC
	 	 	Champion Energy LLC
	 	 	COLUMBIA PETROLEUM TRANSPORTATION, LLC
	 	 	GRIFFITH ENERGY SERVICES, INC.
	 	 	GRIFFITH-ALLIED TRUCKING, LLC
	 	 	Hoffman Fuel Company of Bridgeport
	 	 	Hoffman Fuel Company of Danbury
	 	 	MEENAN HOLDINGS LLC
	 	 	MEENAN OIL LLC
	 	 	MILRO group LLC
	 	 	MINNWHALE LLC
	 	 	ORTEP OF PENNSYLVANIA, INC.
	 	 	PETRO HOLDINGS, INC.
	 	 	PETRO PLUMBING CORPORATION
	 	 	PETRO, INC.
	 	 	REGIONOIL PLUMBING, HEATING AND COOLING
CO., INC.
	 	 	RICHLAND PARTNERS, LLC
	 	 	Rye Fuel Company
	 	 	STAR ACQUISITIONS, INC.
	 	 	STAR GAS FINANCE COMPANY
	 	 	 
	 	 	By: 	/s/ RICHARD F. AMBURY
	 	 	 	 
	 	 	Name:	Richard F. Ambury
	 	 	 	 
	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	 









 


 


 





 


 






    


    


    

 





	 	 	STAR GROUP, L.P.
	 	 	 
	 	 	By: 	KESTREL HEAT, LLC, its General Partner
	 	 	 	 
	 	 	By:	/s/ RICHARD F. AMBURY
	 	 	 	 
	 	 	Name:  	Richard F. Ambury
	 	 	 	 
	 	 	Title: 	Chief Financial Officer
	 	 	 
	 	 	 
	 	 	MEENAN OIL CO., L.P.
	 	 	 
	 	 	By:	MEENAN OIL llc, its General Partner
	 	 	 	 
	 	 	By:	/s/ RICHARD F. AMBURY
	 	 	 	 
	 	 	Name: 	Richard F. Ambury
	 	 	 	 
	 	 	Title:	Chief Financial Officer
	 	 	 



 


 





 





 





 


 



    


    


    




 





	 	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent
	 	 	 
	 	 	By:	/S/ DONNA DiFORIO
	 	 	 	 
	 	 	Name:  	Donna DiForio
	 	 	 	 
	 	 	Title: 	Authorized Officer